SUBSCRIPTION TO THE TEECAL SOFTWARE IS SUBJECT TO THE TERMS SET BELOW, INCLUDING
BUT NOT LIMITED TO FEES, TERM OF AGREEMENT, SOFTWARE LICENSE TERMS, TERMS OF USE,
CUSTOMER REPRESENTATIONS AND WARRANTY STATEMENT.
THESES TERMS MAY CHANGE WITHOUT NOTICE.

"Reissue" means a product similar to the original Product
downloaded, but updated to include those features and fixes that are included in
the current release.

"Upgrade" means a new release of the Product that includes
a substantial new facility or capability.

SUBSCRIPTION TERMS

As part of this subscription, Subscriber receives one or more
License as described below.TeeCal
will provide updates to the Software, such as correction of "bugs" and
certain limited improvements to existing functionality of the Software as TeeCal
may choose to provide. The subscription does not automatically include the right
to receive any Upgrades, Reissues or new product releases by TeeCal.TeeCal will in its own discretion determine whether and on what terms any
Upgrade, Reissue or new product release will be made available to existing Subscribers.

The subscription entitles Customer to receive limited support
as posted http://www.TeeCal.com at the time
this Agreement becomes effective.

TeeCal charges a monthly fee for TeeCal Subscriptions which varies
based on the quantity of TeeCal Client License needed by Customer. If you purchase
this subscription, you are authorizing PayPal to immediately bill your credit card
or checking account for the first monthly payment and also bill your credit card
each month (approximately 30 day intervals). If for any reason any of our charges
for these fees are rejected or refused by your credit card issuer or PayPal fails
to process your payment then this Agreement, your subscription, and license to Use
the Software will automatically terminate without notice. It is your sole responsibility
to ensure that your payment is made and to notify TeeCal Support (via support@teecal.com)
of any different billing instructions if you cancel or wish to change the credit
card for our billing purposes.If any
of our charges are rejected or refused PayPal will attempt 2 more times to process
the payments in approximately 3 to 5 day intervals.If PayPal cannot process the payment for any of our Subscription related
fees after a total of 3 attempts then your Subscription will be canceled. If your
subscription is canceled and you wish to reinstate your TeeCal Subscription you
will berequired to start a new TeeCal
subscription in which the full initial payment will be due immediately.

TeeCal will discontinue billing your credit card for any months
after the month in which termination occurred. We will not pro-rate or refund any
fees paid.

TeeCal may terminate the subscription and Software License immediately
without prior notice for failure to comply with any terms of this Agreement, including
Software License terms or Terms of Use. Immediately upon termination, Customer will
no longer have any right to Use the Software, access vendor catalogs, or request
support.

Subscriber may not assign or transfer this Agreement. Any such
attempted assignment or transfer will be null and void. TeeCal may terminate this
Agreement in the event of any such attempted assignment or transfer.

By accepting this Agreement and purchasing this Subscription,
Subscriber represents and warrants that, if a natural person, Subscriber is at least
18 years of age and/or is otherwise legally able to enter into a binding contract.

Cancellation may be effected by canceling your subscription via
PayPal or by emailing TeeCal Support at support@teecal.com
at the time you wish to cancel.

SUPPORT AGREEMENT

TeeCal support will be provided for all customers with an
active monthly subscription. Support will be available on Mondays -
Fridays between hours 8:00am-5:00pm CST excluding holidays.TeeCal will use its best
efforts to resolve reported and reproducible errors in the Software.TeeCal support includes initiail setup/configuration, software related training, answers for how-to questions,
diagnosis and resolution of issues and performance issues directly related
to the Software.

All request for support, related to the Software, will need to
be submit via a help ticket.
There are two ways you can submit help tickets.
Option 1 - Submit a help ticket from our support website
http://www.teecal.com/support.aspx
by clicking the Submit A Help Ticket link.
Option 2 - Open up the TeeCal software, click the Support menu, and then click Submit A Help Ticket.
Please be sure to include your full name, business name, email address and phone
number.
Shortly after you submit the help ticket you should receive a confirmation email
with a link to your help ticket. You can use that link at any time to check the
status of your ticket.

If TeeCal determines
that it would be appropriate to do so, TeeCal may defer resolution of a support
question or support issue until a later time.At its discretion, TeeCal may provide Customer with support during times
other than the Support Hours.TeeCal,
at times, may require that additional support fees be paid by the Customer to cover
support time, vendor catalog conversions, or any other service provided to Customer
directly related with the Software.

TeeCal may choose to utilize a remote desktop utility called
Team Viewer to aid with remote
support.

Not withstanding anything to the contrary elsewhere in this Agreement,
TeeCal will have no obligation to provide any support services to the Customer if:

Customer or a third party has altered or modified any portion
of the Licensed Software or Data in any manner without the prior written consent
from TeeCal

Customer has not installed or used the Software in accordance
with instructions provided by TeeCal, including failure to follow implementation
procedures

Customer has failed to replace earlier versions of the
Software with current version provided on TeeCal’s website.

Any other party or entity has serviced the Software which
caused it to no longer conform to its specifications

Customer is not in full compliance with the other terms of
this Agreement, the terms of the License Agreement, or any other agreement
between TeeCal and the Customer.

The support services under this Agreement will be provided in
a workman-like manner by individuals who are knowledgeable in the operation of the
Software. All software bug fixes, work-arounds, patches and upgrades are provided
on an "AS IS" basis. This software support agreement does not augment
or alter the warranties provided under the Licensed Software’s license or purchase
agreements, or any other agreements between Customer and TeeCal.

LICENSE GRANT AND TERMS

During the Term of Agreement, subject to continuing payment of
monthly fees as set forth herein and to compliance with Terms of Use and the Software
License, Subscriber will have one or more TeeCal license that entitles a single
entity to download and Use the Software. Each
license is to be used on only one device; sharing one license between two devices
is a violation to the Terms of Use and the Software License. If Subscriber allows another individual to download or Use the
Software or Software License, Subscriber will be liable for compliance with this
Agreement, and for any violations by that user of the Terms of Use or Software License.

The Software is owned, patented and copyrighted by TeeCal or by
third party suppliers. The Software License confers no title or ownership and is
not a sale of any rights in the Software. Customer is granted only the right to
Use the Software without right of sublicense.

Customer must retain all patent, copyright notices and other proprietary
legends in or on the original Software. Customer may not remove from the Software,
or alter, any of the TeeCal trademarks, trade names, logos, patent or copyright
notices or markings, or add any other notices or markings to the Software. Customer
may not copy the Software onto any public or distributed network.

Customer may not modify, reverse engineer, disassemble, decompile
or otherwise attempt to access or determine the source code of the Software, copy,
reproduce or distribute the Software in any way in whole or in part or create any
derivative work based on the Software. Any use of these materials on any other website
or networked computer environment for any purpose is prohibited. The Software is
copyrighted and any unauthorized use of it is prohibited. If Customer breaches any
of these terms, the License to Use the Software automatically terminates and Customer
must immediately destroy any downloaded or printed materials.

Customer may not export or re-export this software or any copy
or adaptation in violation of any applicable laws or regulations.

Customer agrees that Software contains proprietary information
including trade secrets, knowhow and confidential information that is the exclusive
property of TeeCal. During the period this Agreement is in effect and at all times
after its termination, Customer and its employees and agents shall maintain the
confidentiality of this information and not sell, license, publish, display, distribute,
disclose or otherwise make available this information to any third party nor use
such proprietary information concerning the Software, including any flow charts,
logic diagrams, user manuals and screens, to persons not an employee of Customer
without the prior written consent of TeeCal.

DISCLAIMERS AND LIMITATIONS

TO THE EXTENT ALLOWED BY LAW, THIS SOFTWARE IS PROVIDED TO YOU
"AS IS" WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR
WRITTEN, EXPRESS OR IMPLIED, TEECAL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT, TITLE,
ACCURACY OF INFORMATIONAL CONTENT, AND FITNESS FOR A PARTICULAR PURPOSE, THE ENTIRE
RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. NO ORAL
OR WRITTEN INFORMATION OR ADVICE GIVEN BY TEECAL OR TEECAL‘S AUTHORIZED REPRESENTATIVES
SHALL CREATE A WARRANTY. TEECAL DOES NOT REPRESENT THAT IT’S SOFTWARE OR SERVER
WILL BE AVAILABLE AT ALL TIMES OR WILL BE FUNCTIONING PROPERLY WHEN YOU OR OTHERS
WISH TO ACCESS THE FUNCTIONALITY OF THE SOFTWARE. OUR SERVER IT MAY BE UNAVAILABLE
AT TIMES FOR MAINTENANCE OR FOR A VARIETY OF OTHER REASONS. WE ARE NOT LIABLE TO
YOU FOR ANY PERIODS OF UNAVAILABILITY AND YOU WILL NOT BE ENTITLED TO ANY REFUNDS
FOR THOSE PERIODS WHEN THE SERVER IS NOT AVAILABLE OR IS NOT FUNCTIONING PROPERLY.
Some jurisdictions do not allow exclusions of implied warranties or conditions,
so the above exclusion may not apply to you to the extent prohibited by applicable
laws.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT WILL TEECAL
OR ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS
OR SUPPLIERS BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFIT, LOST DATA, OR DOWNTIME COSTS),
ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SOFTWARE,
WHETHER BASED IN WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, AND WHETHER OR
NOT TeeCal WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TeeCal and its suppliers'
entire liability and your exclusive remedy shall be, at TeeCal's option from
time to time exercised subject to applicable law, (a) return of the price paid (if
any) for the Product, or (b) repair or replacement of the Product.

NOTE, EXCEPT TO THE EXTENT ALLOWED BY LOCAL LAW, THESE WARRANTY
TERMS DO NOT EXCLUDE, RESTRICT OR MODIFY, AND ARE IN ADDITION TO, THE MANDATORY
STATUTORY RIGHTS APPLICABLE TO THE LICENSE OF THE SOFTWARE TO YOU; PROVIDED, HOWEVER,
THAT THE CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY
DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE SOFTWARE PROVIDED IN CONNECTION
WITH THIS WARRANTY STATEMENT.

TEECAL DOES NOT PROMISE THAT THE SOFTWARE WILL FUNCTION ON OR
BE COMPATIBLE WITH YOUR DEVICE. TeeCal DOES NOT PROMISE OR WARRANT THAT YOUR DEVICE
WILL BE COMPATIBLE WITH THE FUNCTIONALITY AVAILABLE THROUGH OUR SERVER. IT IS CUSTOMER'S
SOLE RESPONSIBILITY TO ENSURE THAT CUSTOMER'S DEVICE AND INTERNET ACCESS ARE
COMPATIBLE WITH THE SOFTWARE AND THE SERVER FUNCTIONALITY.

REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS
OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL TEECAL BE LIABLE TO CUSTOMER FOR ANY
INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES OF ANY KIND AND
HOWEVER CAUSED, EVEN IF TEECAL KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH.

TERMS OF USE

As a condition of Use of the Software, Customer may not Use the
Software for any purpose that is unlawful or prohibited by these Terms of Use. We
reserve the right to suspend or terminate this Subscription if the Software is used
for an unauthorized purpose.

Customer agrees not to use the Software or the Subscription to
interfere with or disrupt servers or networks connected to the Software.

GENERAL PROVISIONS

This Agreement and any disputes arising hereunder shall be governed
by the laws of the Unites States without regard to conflicts of laws principles.

If any term or provision herein is determined to be illegal or
unenforceable, the validity or enforceability of the remainder of the terms or provisions
herein will remain in full force and effect. Failure or delay in enforcing any right
or provision of this Agreement shall not be deemed a waiver of such right or provision
with respect to any subsequent breach. Provisions herein which by their nature extend
beyond the termination of any license of Software will remain in effect until fulfilled.

This Agreement is the final, complete and exclusive agreement
between the parties relating to the subject matter hereof, and supersedes any previous
communications, representations or agreements between the parties, whether oral
or written, regarding transactions hereunder. Customer's additional or different
terms and conditions will not apply. This Agreement may not be changed except by
an amendment signed by an authorized representative of each party.